T. D. Dennis Builder, Inc. v. Goff
| Decision Date | 28 September 1966 |
| Docket Number | No. 7838,7838 |
| Citation | 101 Ariz. 211,418 P.2d 367 |
| Parties | T. D. DENNIS BUILDER, INC., an Arizona Corporation, Appellant, v. Maurice V. GOFF and Marie J. Goff, his wife, Appellees. |
| Court | Arizona Supreme Court |
Christy, Kleinman, Peterson, Hoyt & Fuller, Phoenix, for appellant.
Hughes & Marron, Phoenix, for appellees.
Appellees, henceforth called plaintiffs, brought this action alleging that they and the appellant, henceforth referred to as defendant had entered into a contract and that the defendant had breached it, thus subjecting itself to a forfeiture of its earnest money. In the alternative, plaintiff alleged that there never was a meeting of the minds between the parties, that no contract existed, and thus the parties should be restored to their original positions. The defendant answered denying all the allegations, and counterclaimed, alleging that the plaintiff had breached the contract and was thus liable in damages.
The trial court, sitting without a jury, made the following findings of fact: 1) That the parties agreed to make a binding contract in the future by means of a trust agreement; 2) That the trust agreement was lacking in material and essential terms; 3) That the defendant proposed modifications to the plaintiffs, which modifications were not accepted by them. On the basis of these facts the court concluded that as a matter of law: 1) The parties never reached any legal binding agreement except to agree to make a binding agreement in the future; 2) The trust agreement proposed was lacking in material and essential terms; 3) The modifications proposed by the defendant to the plaintiffs were material; 4) The said material modifications constituted a counteroffer; 5) There was never a meeting of the minds between the parties so as to form an enforcible contract. The defendant objects to these findings on the grounds that they have no basis in evidence or law.
The essential facts of the case are as follows: There is an unsigned land purchase contract dated January 25, 1960, in which the plaintiff is named as seller and the defendant as buyer. On January 27, 1960, the parties entered into an escrow agreement naming the Arizona Title Guarantee & Trust Company as escrow agent. In the escrow instructions and the appended supplemental escrow instructions the terms of the unsigned land purchase contract are fully set forth. The first paragraph of the supplemental escrow instructions is as follows:
'CONTRARY to the provisions of the printed escrow instructions attached hereto, the title to the within property will be conveyed by the Seller to Arizona Title Guarantee & Trust Company, as Trustee, and a Trust Agreement entered into wherein the Seller Herein will be named as Beneficiary and the Buyer will be named as Trustor and the Arizona Title Guarantee & Trust Company will be named as Trustee, for the purposes of consummating a sale and for the purpose of permitting Trustor at his option to subdivide said property; PROVIDED, HOWEVER, that in so doing, said subdivision shall comply with all zoning and planning rules and regulations of the city, county and state which may affect said subdivision prior to recordation of the plat thereof.'
The supplemental instructions set out the terms of the trust agreement to be executed in the future 'for the purposes of consummating a sale and for the purpose of permitting trustor at his option to subdivide said property.' Although several proposed trust agreements were proffered, the parties never executed a trust agreement. The question presented is whether, in light of the facts, the trial court was correct in concluding that no contract existed between the parties.
A.R.S. § 44--101 provides that no action shall be brought in any court on a contract for the sale of realty unless the agreement, or some memorandum thereof, is reduced to writing and signed by the party to be charged, or by someone lawfully authorized to sign for him. We have held that to constitute a sufficient memorandum of an oral agreement the writing must contain: an identification of the parties, a description of the subject matter of the contract, the purchase price and the time and conditions of payment. Shreeve v. Greer, 65 Ariz. 35, 173...
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Fairway Builders, Inc. v. Malouf Towers Rental Co., Inc.
...(1975); State Farm Fire and Casualty Company v. Rossini, 107 Ariz. 561, 564, 490 P.2d 567, 570 (1971); T. D. Dennis Builder, Inc. v. Goff, 101 Ariz. 211, 213, 418 P.2d 367, 369 (1966). The interpretation of the contract instruments is to be made, if possible, on the basis of the plain and u......
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Resort Funding, L.L.C. v. Canyonview Dev., L.P.
...of contracts is ordinarily a question of law to be determined independent of the trial court findings. T.D. Dennis Builder, Inc. v. Goff, 101 Ariz. 211, 213, 418 P.2d 367, 369 (1966). Even viewing the evidence in the light most favorable to Canyonview, the non-moving party below, we agree w......
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...determination of the facts. Bass Investment Co. v. Banner Realty, Inc., 103 Ariz. 75, 436 P.2d 894 (1968); T. D. Dennis Builder, Inc. v. Goff, 101 Ariz. 211, 418 P.2d 367 (1966); LeBaron v. Crismon, 100 Ariz. 206, 412 P.2d 705 (1966). By accepting this position we do not intimate that we ar......